The Contra Costa California Registration Rights Agreement is a legally binding document that outlines the rights and obligations of Visible Genetics, Inc. and the purchasers of common shares of the company in relation to the registration of these shares with the Securities and Exchange Commission (SEC) in the Contra Costa County, California. This agreement serves to protect the interests of both Visible Genetics, Inc. and the purchasers of the common shares by establishing specific guidelines and procedures to ensure timely and accurate registration of the shares. It grants certain rights to the purchasers to register their shares with the SEC, enabling them to freely sell or transfer their securities in compliance with applicable regulations. The agreement typically includes provisions related to the following: 1. Registration Process: It outlines the procedures, timelines, and responsibilities of both parties regarding the registration of common shares with the SEC. This ensures that Visible Genetics, Inc. adheres to its obligations to file the necessary registration statements and amendments promptly. 2. Demand Registration: This clause allows the purchasers to request Visible Genetics, Inc. to initiate a registration statement with the SEC on their behalf. The agreement specifies the conditions under which the purchasers can exercise this right, such as a minimum number of shares held or a specific timeframe. 3. Piggyback Registration: This provision allows the purchasers to "piggyback" on a registration statement filed by Visible Genetics, Inc. for other securities. It enables the purchasers to include their shares alongside those being registered by the company, minimizing costs and administrative burdens. 4. Expenses and Indemnification: The agreement usually addresses the allocation of expenses related to the registration, such as legal and accounting fees. It also identifies the indemnification rights of Visible Genetics, Inc. in case any misrepresentations or omissions in the registration statement result in legal action. It is important to note that the specific terms and conditions of the Contra Costa California Registration Rights Agreement may vary depending on the negotiations between Visible Genetics, Inc. and the purchasers. Different types or variations of this agreement may exist, but they typically revolve around the aforementioned key provisions. In conclusion, the Contra Costa California Registration Rights Agreement is a crucial legal document that ensures the transparency, compliance, and protection of both Visible Genetics, Inc. and the purchasers' interests regarding the registration of common shares with the SEC.